Terms and Conditions

1. Introduction and Overview

The LumaScanner is provided under a Hardware as a Service (HaaS) model. Supplier retains title to all Hardware at all times. Where Hardware is installed at a Host Facility, Customer remains responsible for all obligations under this Agreement and shall ensure the Host Facility Operator complies with all applicable site and access requirements.

2. Hardware Description

Each LumaScanner unit comprises: scanning unit, detection sensors, camera array, lighting system, processing unit, mounting hardware, power supply, and cabling.

3. Installation Process

• 3.1 Pre-Installation: Supplier shall conduct a site assessment. Customer shall prepare the site in accordance with Section 4.
• 3.2 Installation: Supplier Personnel shall install and calibrate the Hardware on a mutually agreed date.
• 3.3 Acceptance: Customer shall have seven (7) days following installation to notify Supplier of any defects. If no notice is given within that period, installation shall be deemed accepted.

4. Site Requirements

• 4.1 Physical Space: Minimum vertical clearance of 10 ft 3 in (3.12 m); minimum service lane width of 11 ft 8 in (3.56 m); minimum maintenance clearance of 24 in (610 mm) on all sides; minimum vehicle approach clearance of 5 ft (1.52 m). Floor must be level, clean, and structurally sound.
• 4.2 Power and Connectivity: One (1) dedicated standard UK 230V / 13A outlet with appropriate earthing. One (1) hardwired RJ45 Ethernet connection with minimum 100 Mbps bandwidth. A 5G cellular alternative may be used where approved by Supplier.
• 4.3 Environmental Considerations: The installation area must be sheltered from direct weather exposure and maintained within the Hardware's operating temperature range as specified by Supplier.
• 4.4 Customer Responsibilities: Customer shall ensure the site meets all requirements prior to the scheduled installation date. Where Hardware is installed at a Host Facility, Customer shall procure that the Host Facility Operator provides and maintains all required site conditions and access.

5. Operating the LumaScanner

Customer shall operate the Hardware only in accordance with Supplier's instructions and documentation. The Hardware requires an active service subscription to function.

6. Prohibited Actions

• 6.1 Customer shall not move, relocate, or alter the Hardware without prior written consent from Supplier.
• 6.2 Customer shall not open, disassemble, reverse engineer, or tamper with any Hardware component.
• 6.3 Customer shall not attach unauthorised devices or software to the Hardware.
• 6.4 Customer shall not permit any third party to perform maintenance or repairs on the Hardware.

Breach of any prohibition in this Section 6 shall entitle Supplier to terminate this Agreement immediately and recover all costs of repair or replacement from Customer.

7. Maintenance, Repairs, and Support

• 7.1 Covered Repairs: Supplier shall repair or replace Hardware components that fail due to normal wear and tear or manufacturing defect at no additional charge.
• 7.2 Exclusions: Damage caused by misuse, negligence, unauthorised modification, power surges, or failure to meet site requirements is not covered and shall be charged to Customer.
• 7.3 Support: Supplier shall provide remote technical support during standard business hours and shall dispatch on-site support where reasonably required.

8. Hardware Disposition Upon Termination

• 8.1 Upon termination or expiry of this Agreement, Customer shall make the Hardware available for collection by Supplier within fourteen (14) days.
• 8.2 Customer shall not obstruct or delay retrieval. Where Hardware is at a Host Facility, Customer shall ensure the Host Facility Operator permits retrieval.
• 8.3 Customer shall return Hardware in good condition, reasonable wear and tear excepted.
• 8.4 If Customer fails to return Hardware within the specified period, Supplier may charge a daily fee until retrieval is completed.
• 8.5 Title to Hardware remains with Supplier at all times, and no right of retention or lien shall arise in favour of Customer or any Host Facility Operator.

1. Introduction

This Exhibit B describes the LumaScanner Core Services provided by Supplier to Customer on a software-as-a-service (SaaS) basis. The Core Services require an active Hardware subscription under an Order Form and cannot be purchased or used independently of the Hardware.

2. Core Services

The Core Services comprise the following modules:

• (a) Liability Management: tools for identifying, documenting, and tracking vehicle damage to support Customer's liability assessment workflows.
• (b) Revenue Discovery: analytics and reporting designed to assist Customer in identifying repair and service revenue opportunities from scanned vehicles.
• (c) Rental/Inventory Lifecycle: functionality supporting vehicle condition tracking across rental fleet or inventory lifecycle events, including check-in and check-out documentation.
• (d) Valuation Support: data outputs intended to assist Customer in assessing vehicle condition for valuation purposes.

3. Service Access

Supplier shall provide Customer with access to the Core Services via a web-based portal or application designated by Supplier. Access credentials will be issued following completion of Hardware installation.

4. Authorised Users

Customer may permit its employees and authorised agents ("Authorised Users") to access the Core Services. Customer is responsible for all activity under its accounts and shall ensure that login credentials are kept confidential and not shared with unauthorised persons.

5. Data and Output

Customer retains all right, title, and interest in Customer Data. Customer grants Supplier a licence to process Customer Data solely to provide the Services. Supplier may use Deidentified Data as set out in the Terms and Conditions. All Output generated by the Core Services from Customer Data is owned by Customer.

6. Customer Responsibilities

• (a) use the Core Services in compliance with applicable law and this Agreement; and
• (b) not use the Core Services for any unlawful, abusive, or unauthorised purpose.

7. Service Limitations and Disclaimers

The Core Services incorporate AI-based analysis. Customer acknowledges that outputs are probabilistic and are intended to support, not replace, professional judgment. Supplier does not guarantee specific financial results or accuracy levels from use of the Core Services.

8. Integration and Technical Requirements

Customer shall maintain systems meeting the Minimum Technical Requirements. Where Customer requests integration with its DMS or CRM platforms, Supplier shall use reasonable efforts to support such integration. Technical support is available through Supplier's standard support channels.

9. Updates and Changes

Supplier may update or modify the Core Services from time to time to improve functionality or address security issues. Supplier shall use reasonable efforts to notify Customer of material changes in advance. Continued use of the Core Services following any update constitutes acceptance of such changes.

1. Introduction and Overview

1.1 About LumaScanner Core Services. The LumaScanner Core Services are cloud-based AI services that work in conjunction with the LumaScanner Hardware to provide automated vehicle damage assessment and analysis. The Core Services process images captured by the Hardware and deliver actionable insights to Customer.

1.2 Software as a Service Model. The LumaScanner Core Services are provided on a Software as a Service (SaaS) basis:

• Customer accesses the services via the cloud — no software installation required.
• Tractable hosts, maintains, and updates the services.
• Customer pays a subscription fee for access during the Term.

1.3 Mandatory Subscription. Customer acknowledges that purchase of the Hardware requires a mandatory subscription to the Core Services for the Minimum Service Term specified in the Order Form. Customer may not terminate the Core Services subscription prior to expiration of the Minimum Service Term except as expressly permitted under the Agreement.

2. Repairer Core Services Description and Optional Add-On Services

2.1 Automated PDR and Collision Damage Detection & Initial Estimates (PDR/Collision Module).

• The PDR/Collision Module utilises proprietary AI visual analysis to identify repairable body collision damage and cosmetic damages (including body dents, dings, and wheel/rim abrasions), assisting the Customer in generating repair revenue through the identification of repair opportunities.
• Generation of initial repair estimates based on detected damage to support Paintless Dent Repair (PDR) and reconditioning workflows. Real-time notification to Customer regarding identified service opportunities during the vehicle intake process to facilitate immediate service quoting.
• Full flexibility for technicians to refine and update Supplier-generated estimates based on expert user input and specific shop requirements.
• Allows data synchronisation with major body shop CRM/DMS systems (see Section 8.2), automatically capturing and funneling new collision leads to ensure no opportunity is missed.
• One-click export of high-resolution damage photos and initial estimates into organised folders.

2.2 Additional SaaS Add-On Services. Additional services may be released in the future, and where applicable be made available to existing LumaScanner customers. Optional additional services may be made available for an additional fee.

3. Service Access

3.1 Accessing the Services. Access to the services is provided via a web portal included as part of the service. Integration into Customer's DMS or CRM system may be available (additional charges may apply).

4. Authorised Users

4.1 Authorised Users.

• Customer may authorise its employees, agents, and contractors to access the Core Services.
• Customer is responsible for all acts and omissions of its Authorised Users.
• Customer shall ensure Authorised Users comply with all terms of the Agreement.

4.2 Account Security.

• Customer is responsible for maintaining the confidentiality of login credentials.
• Customer shall notify Tractable promptly of any unauthorised access.

5. Data and Output

5.1 Customer Data.

• Customer owns all data input into the Core Services, including images and video captured by the Hardware.
• Customer is responsible for the legality, accuracy, and quality of Customer Data.
• Customer grants Tractable a licence to use Customer Data to provide the services and an irrevocable licence to use the data in a deidentified form for its business purposes, as set forth in the Terms and Conditions.

5.2 Output.

• Customer owns the Output (results) produced by the Core Services.
• Output is provided for Customer's internal business purposes.

6. Customer Responsibilities

6.1 Compliance.

• Obtain all necessary consents for data captured by the Hardware.
• Comply with applicable privacy and data protection laws.
• Use the services only for lawful purposes.

6.2 Acceptable Use. Customer shall not:

• Use the services to develop competing products.
• Attempt to reverse-engineer, copy, or extract algorithms or models.
• Exceed any usage limits specified in the Order Form.
• Use the services in any manner that could damage or impair the services.

7. Service Limitations and Disclaimers

7.1 AI-Based Services. The Core Services use artificial intelligence and machine learning. Customer acknowledges that:

• Output is provided as a tool to assist Customer's decision-making, not as a substitute for professional judgment.
• AI systems may produce errors or inaccuracies; Customer should verify Output as appropriate.
• Performance may vary based on image quality, vehicle type, damage type, and other factors.

7.2 No Guarantee of Results. Tractable does not warrant that the services will meet Customer's specific requirements or that use of the services will achieve any particular business outcome.

8. Integration and Technical Requirements

8.1 System Requirements. The LumaScanner platform is a cloud-based solution accessible via standard, up-to-date web browsers. To ensure optimal performance, the Customer shall maintain a stable internet connection with a minimum recommended bandwidth of 25 Mbps for use of the web browser platform (this is separate from any bandwidth requirements for the Hardware).

8.2 DMS / CRM Data Synchronisation. Core Services support data synchronisation with many major DMS or CRM providers. Subject to the Customer's DMS or CRM permissions, Tractable will push scan reports and vehicle condition data directly into the relevant Repair Order or Vehicle Inventory record.

Customer is responsible for granting Tractable (and its authorised integration partners) the necessary access and "write" permissions within their DMS and CRM environment. Customer further acknowledges that DMS and CRM providers frequently charge third-party access, integration, or "data-pull" fees. Any and all fees charged by the Customer's DMS or CRM provider related to the LumaScanner integration are the sole responsibility of the Customer. In the event that Tractable is billed directly by a third-party integrator for a Customer-specific connection, such costs will be treated as a "pass-through" expense and added to the Customer's monthly invoice.

If the Hardware is located at a Host Facility, Customer is responsible for obtaining the Host Facility Operator's consents and cooperation with respect to integration with Host Facility DMS/CRM systems.

8.3 Technical Support and Implementation. Tractable will provide remote technical assistance to facilitate the initial connection between the LumaScanner Core Services and the Customer's DMS and CRM. While LumaScanner provides a standalone web portal for administrative oversight, the primary user workflow can remain within the Customer's native tech stack to ensure operational efficiency.

9. Updates and Changes

9.1 Service Updates. Tractable may update, modify, or enhance the Core Services from time to time. Such updates will not materially reduce the functionality of the services.

9.2 Notice of Material Changes. Tractable will provide reasonable notice of material changes to the services.

1. Parties and Effective Date

1.1 These terms and conditions (the "Terms and Conditions"), together with the Order Form and applicable Exhibits, form the agreement (the "Agreement") between: (a) Tractable Ltd., a company incorporated and registered in England and Wales ("Supplier" or "Tractable"); and (b) The customer named in the Order Form ("Customer").

1.2 By signing an Order Form that references this Agreement, or by clicking "I Accept" in an online Order Form, Customer agrees to these Terms and Conditions as of that date (the "Effective Date").

1.3 This Agreement shall be binding on each Party from the Effective Date and shall remain in force for the duration of the Term, unless terminated earlier in accordance with its provisions.

1.4 Each Party warrants that it has full power and authority to enter into and perform its obligations under this Agreement.

2. Agreement Structure and Order of Precedence

2.1 This Agreement comprises: (a) these Terms and Conditions; (b) Exhibit A: LumaScanner Hardware as a Service; (c) Exhibit B: LumaScanner Dealership Core Services; and (d) the Order Form executed by the Parties.

2.2 In the event of any conflict, the following order of precedence shall apply: (a) these Terms and Conditions; (b) the applicable Exhibits; and (c) the Order Form.

2.3 The Order Form supplements these Terms and Conditions and the applicable Exhibits. In the event of a direct conflict, these Terms and Conditions and the Exhibits shall prevail unless the Order Form expressly overrides a specific provision by identifying it.

3. Hardware, Embedded Software and Installation

3.1 Ownership. All Hardware supplied under this Agreement remains the sole property of Supplier at all times. Customer acquires no ownership interest, lien, or security interest in the Hardware.

3.2 Embedded Software Licence. Supplier grants Customer a non-exclusive, non-transferable, revocable licence to use the Embedded Software solely as integrated within the Hardware and solely for the purpose of receiving the Services during the Term.

3.3 Installation. Supplier shall install the Hardware in accordance with Exhibit A. Customer warrants that the installation location meets all Site Requirements. Where Hardware is installed at a Host Facility, Customer warrants it has obtained all necessary consents from the Host Facility Operator.

3.4 Relocation and Access. Customer shall not relocate the Hardware without Supplier's prior written consent and shall provide reasonable access for maintenance, inspection, calibration, and retrieval.

3.5 Calibration. Supplier may calibrate the Hardware remotely or on-site as necessary. Customer shall not interfere with or alter calibration settings.

4. Services and Availability

4.1 Provision of Services. Supplier shall provide the Core Services described in Exhibit B and any additional services specified in the applicable Order Form during the Term, subject to Customer's compliance and timely payment.

4.2 Availability. Supplier shall use commercially reasonable endeavours to make the Services available 24/7, except for planned or emergency maintenance and events beyond Supplier's reasonable control.

4.3 Service Levels. Any specific service level targets shall be as set out in the applicable Order Form or Exhibit.

4.4 Modifications. Supplier may update or modify the Services from time to time and shall not materially diminish core functionality without reasonable prior notice.

4.5 Dependencies. Service availability depends on the Hardware operating in accordance with Exhibit A and Customer meeting the Minimum Technical Requirements.

5. Customer Obligations

5.1 General Use. Customer shall use the Hardware and Services only in accordance with this Agreement, applicable law, and Supplier's documentation.

5.2 Reverse Engineering. Customer shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Embedded Software, Hardware, or Services, except to the extent permitted by applicable law (including sections 50B and 296A of the Copyright, Designs and Patents Act 1988).

5.3 Insurance. Customer shall maintain adequate insurance covering loss of or damage to the Hardware at no less than full replacement value, naming Supplier as additional insured and loss payee, with 30 days' notice of cancellation, and covering fire, theft, vandalism, flood, and accidental damage.

5.4 Host Facility Obligations. Where Hardware is installed at a Host Facility, Customer shall ensure the Host Facility Operator complies with all applicable obligations and remain fully liable for its acts and omissions.

5.5 Compliance. Customer shall comply with all applicable laws, regulations, and industry standards, including health and safety legislation and insurer requirements.

6. Fees and Payment

6.1 Fees. Customer shall pay all Fees specified in the applicable Order Form, including the LumaScanner Core Fee and any Shipping and Installation Fee.

6.2 Invoicing and Payment. Unless otherwise stated, the first month's Core Fee is due upon confirmation of delivery, prior to shipment. Subsequent monthly Fees shall be invoiced in advance and are payable within 14 days of invoice.

6.3 Taxes. Fees are exclusive of all taxes, duties, and governmental charges (excluding taxes on Supplier's net income). Supplier shall issue valid VAT invoices where applicable.

6.4 Late Payment and Suspension. Overdue amounts accrue interest at 4% per annum above the Bank of England base rate. Supplier may suspend Services for non-payment.

6.5 Billing Information. Customer shall maintain accurate billing and contact information.

6.6 Fee Suspension for Hardware Downtime. Customer may request a pro-rata credit for verified downtime solely attributable to Supplier, provided written notice is given within 7 days. This shall be Customer's sole and exclusive remedy.

6.7 Fee Adjustment. Supplier may increase Fees once per calendar year on 60 days' prior written notice, capped at the greater of UK CPI over the preceding 12 months or 3%.

7. Data, Intellectual Property and Data Protection

7.1 Customer Data and Output. Customer retains all right, title, and interest in Customer Data. All Output generated by the Services from Customer Data is owned by Customer. "Output" means only the final reports delivered through the Services interface, and does not include intermediate processing data, model weights, training data, or algorithms.

7.2 Supplier Licence to Process. Customer grants Supplier a non-exclusive, worldwide licence to use, copy, store, and process Customer Data solely to provide the Services.

7.3 Deidentified Data. Supplier may create and use Deidentified Data for product improvement, analytics, benchmarking, and research. Supplier's rights in Deidentified Data survive termination.

7.4 Backups. Supplier shall maintain commercially reasonable backup procedures.

7.5 Data Location. Supplier shall store Customer Data within the United Kingdom or the European Economic Area unless otherwise agreed.

7.6 Supplier Intellectual Property. Supplier retains all right, title, and interest in the Hardware, Embedded Software, AI System, Services, Supplier Materials, and all improvements.

7A. Data Protection

To the extent the Services involve the processing of personal data (as defined in the UK GDPR and Data Protection Act 2018, together "UK Data Protection Laws"):

• (a) Customer is the controller and Supplier is the processor.
• (b) Supplier shall process personal data only on documented instructions from Customer.
• (c) Persons authorised to process personal data are bound by confidentiality obligations.
• (d) Supplier shall implement appropriate technical and organisational security measures.
• (e) Supplier may engage sub-processors and shall inform Customer of intended changes.
• (f) Supplier shall assist with data subject rights requests.
• (g) Supplier shall notify Customer without undue delay of a personal data breach.
• (h) On termination, Supplier shall delete or return personal data at Customer's choice.
• (i) Supplier shall make available information necessary to demonstrate compliance and permit audits (once per year, 30 days' notice, during business hours, at Customer's cost). SOC 2 Type II report may satisfy audit requirements.
• (j) International transfers shall use the UK IDTA, UK Addendum to the EU SCCs, or equivalent safeguards.
• (k) Customer acknowledges Supplier may process personal data through group companies and sub-processors worldwide.
• (l) Customer acknowledges the Services may involve transfers of personal data outside the UK with appropriate safeguards.
• (m) Customer shall obtain all necessary consents from data subjects prior to any personal data being captured or processed.
• (n) Customer warrants it has all consents required under UK Data Protection Laws and indemnifies Supplier against losses arising from breach of this warranty.

8. Confidentiality

8.1 Each Party shall keep confidential all Confidential Information of the other Party and shall not use it for any purpose other than performing this Agreement.

8.2 Confidential Information may be shared with employees, agents, advisers, or sub-processors on a need-to-know basis, subject to equivalent confidentiality obligations.

8.3 The obligations do not apply to information that is publicly available, previously known, independently developed, or lawfully received from a third party.

8.4 Confidential Information may be disclosed as required by law, with prompt notice where legally permitted.

8.5 Confidentiality obligations survive for three (3) years after termination; trade secrets remain confidential indefinitely.

9. Warranties, Maintenance and Disclaimer

9.1 Authority. Each Party warrants full power and authority to enter into this Agreement.

9.2 Customer Warranties. Customer warrants that: (a) it shall use the Hardware and Services in accordance with this Agreement and all applicable laws; (b) it has all consents required for installation and operation; and (c) all information provided to Supplier is accurate.

9.3 Maintenance. Supplier shall maintain the Hardware in good working order in accordance with Exhibit A.

9.4 Exclusions. Supplier's maintenance obligations do not extend to damage caused by Customer misuse, unauthorised modification, or failure to comply with site requirements.

9.5 Disclaimer. Except as expressly stated in this Agreement, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded. Nothing in this Agreement shall operate to exclude or restrict any implied term which may not lawfully be excluded under the Unfair Contract Terms Act 1977 or the Supply of Goods and Services Act 1982. The Hardware and Services are parts of a system designed to support decisions by Customers, and no decisions will be made based solely upon the use of the system. The Customer's attention is particularly drawn to this clause.

10. Indemnity and Limitation of Liability

10.1 Indemnity. Customer shall indemnify Supplier against all claims arising from: (a) Customer's breach of this Agreement; (b) Customer's misuse of the Hardware or Services; (c) third-party claims arising from Customer's use of the Output; or (d) breach of Host Facility obligations.

10.2 Limitation of Liability. The Customer's attention is particularly drawn to this clause.

10.3 Nothing in this Agreement shall limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of terms implied by section 2 of the Supply of Goods and Services Act 1982; or (d) any liability which cannot be limited by applicable law.

10.4 Subject to 10.3, neither party shall be liable for: loss of profits, sales, business, contracts, anticipated savings, goodwill, or any indirect or consequential loss. Exclusions do not apply to Customer's indemnity, data protection warranty, or breach of reverse engineering / prohibited actions provisions.

10.5 Subject to 10.3, Supplier's total aggregate liability shall not exceed the total Fees paid by Customer under the applicable Order Form during the 12 months immediately preceding the event giving rise to the claim.

11. Term, Termination, Suspension and Hardware Return

11.1 Term and Renewal. The initial term shall be the Minimum Service Term. The Order Form shall automatically renew for successive monthly periods unless either Party provides at least 60 days' advance written notice of non-renewal.

11.2 Termination for Cause. Either Party may terminate on written notice for uncured material breach (30 days) or insolvency. Supplier may terminate immediately for breach of Section 5.2 (Reverse Engineering), Section 6 of Exhibit A, or Section 7A(n).

11.3 Effects of Termination. All rights granted to Customer cease; Customer shall pay outstanding Fees and applicable early termination charges; each Party shall return or destroy Confidential Information.

11.4 Hardware Return. Customer shall make the Hardware available for collection within 14 days. Customer shall bear the cost of any damage beyond fair wear and tear.

11.5 Suspension. Supplier may suspend Services and disable Hardware for non-payment (after 7 days' notice), breach of Prohibited Actions, or safety risk. Suspension does not relieve Customer of payment obligations.

12. General Provisions, Governing Law and Definitions

12.1 Notices. All notices shall be in writing. Notices to Supplier may be sent to legal@tractable.ai and are deemed received at 9:00 a.m. London time on the next Business Day.

12.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and replaces all prior agreements. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

12.3 Force Majeure. Neither Party shall be liable for failure or delay resulting from circumstances beyond its reasonable control.

12.4 No Waiver. A failure or delay to exercise any right shall not constitute a waiver.

12.5 Rights and Remedies. Rights and remedies under this Agreement are in addition to those provided by law.

12.6 Severance. If any provision is invalid, illegal, or unenforceable, it shall be deemed deleted without affecting the rest of the Agreement.

12.7 Assignment. Customer shall not assign without Supplier's consent. Supplier may assign to an Affiliate or in connection with a merger, acquisition, or sale of assets.

12.8 Relationship of the Parties. Nothing establishes a partnership, joint venture, or agency between the Parties.

12.9 Changes. No variation shall be effective unless in writing and signed by the Parties.

12.10 Third-Party Rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999. No Host Facility Operator is a third-party beneficiary.

12.11 Supplier's Right to Contract with Third Parties. Nothing restricts Supplier from entering into similar agreements or from independently developing similar products or services.

12.12 Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction. Either Party may seek injunctive or interim relief at any time.

13. Contact

Questions about these Terms and Conditions may be directed to legal@tractable.ai.